SEC Form 4 · accession 0000034563-17-000102
FARMER BROTHERS CO · FARM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
David Robson
Officer — TREASURER, CFO
Period of report
Nov 10, 2017
Accepted (ET)
Nov 14, 2017 · 8:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000034563
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $1.00 par valueF1 | Nov 10, 2017 | A | 947 | $0.00 | A | 947 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $31.70 | Nov 10, 2017 | A | 5,764 | A | — | Nov 10, 2024 | Common Stock | 5,764 | 5,764 | D |
| Stock Option (right to buy)F3 | $31.70 | Nov 10, 2017 | A | 12,699 | A | — | Nov 10, 2024 | Common Stock | 12,699 | 18,463 | D |
| Performance-Based Restricted Stock Units (PBRSUs)F4 | $31.70 | Nov 10, 2017 | A | 12,699 | A | — | Nov 10, 2024 | Common Stock | 12,699 | 12,699 | D |
Explanation of responses
- F1Grant of restricted stock under the Farmer Bros. Co. 2017 Long-Term Incentive Plan ("Plan") pursuant to the reporting person's employment agreement with the Issuer; 100% of the total shares vest on November 10, 2020, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances.
- F2Grant of non-qualified stock option under the Plan pursuant to the reporting person's employment agreement with the Issuer; the stock option vests pursuant to a three year vesting schedule, whereby one-third of the total number of shares issuable under the option becomes exercisable each year on the anniversary of the grant date, commencing on November 10, 2018, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances.
- F3Grant of non-qualified stock option under the Plan; the stock option vests pursuant to a three year vesting schedule, whereby one-third of the total number of shares issuable under the option becomes exercisable each year on the anniversary of the grant date, commencing on November 10, 2018, subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances.
- F4Grant of performance-based restricted stock units ("PBRSUs") under the Plan. The target number of PBRSUs is presented in the table. Subject to certain continued employment conditions and subject to accelerated vesting in certain circumstances, the PBRSUs are scheduled to vest based on achievement of certain financial performance goals for the performance period July 1, 2017 through June 30, 2020. At the end of the three-year performance period, the number of PBRSUs that actually vest will be 0% to 150% of the target amount, depending on the extent to which Farmer Bros. Co. meets or exceeds certain financial performance goals measured over the full three-year performance period. The maximum number of PBRSUs that may vest at the end of the three-year performance period is 19,048 (150% of the target amount).